Note About Forward-Looking Statements
This report includes estimates, projections, statements relating to our business plans, objectives, and expected operating results that are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may appear throughout this report, including this section. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties that may cause actual results to differ materially. We describe risks and uncertainties that could cause actual results and events to differ materially in in our Annual Report on Form 10-K in the following sections: "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Quantitative and Qualitative Disclosures about Market Risk," and "Risk Factors." All of those risks and uncertainties are incorporated herein by reference. We undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise. The following Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is intended to help the reader understand the results of operations and financial condition ofLSI Industries Inc. MD&A is provided as a supplement to, and should be read in conjunction with, our Annual Report on Form 10-K for the year endedJune 30, 2020 , and our financial statements and the accompanying Notes to Financial Statements (Part I, Item 1 of this Form 10-Q). Our condensed consolidated financial statements, accompanying notes and the "Safe Harbor" Statement, each as appearing earlier in this report, should be referred to in conjunction with this Management's Discussion and Analysis of Financial Condition and Results of Operations. COVID-19 Pandemic The COVID-19 pandemic continues to impact business activity across industries in theU.S. and worldwide. We remain committed to taking actions to address the health, safety and welfare of our employees, customers, agents and suppliers. Future developments, such as the actions taken by governmental authorities in response to future outbreaks are highly uncertain and unpredictable, will determine the extent to which COVID-19 continues to impact our results of operations and financial conditions. See the risk factor captioned "Our financial condition and results of operations for fiscal 2021 and future periods may be adversely affected by the recent novel coronavirus disease ("COVID-19") outbreak or other outbreaks of infectious disease or similar public health threats and the resulting economic impact" in Item 1A, Risk Factors, included in Part I of our Annual Report on Form 10-K for the fiscal year endedJune 30, 2020 for an additional discussion of risks related to COVID-19.Net Sales by Business Segment Three Months Ended Six Months Ended December 31 December 31 (In thousands) 2020 2019 2020 2019 Lighting Segment$ 45,126 $ 53,436 $ 90,531 $ 116,627 Graphics Segment 31,261 28,941 55,862 54,451$ 76,387 $ 82,377 $ 146,393 $ 171,078
Operating Income (Loss) by Business Segment
Three Months Ended Six Months Ended December 31 December 31 (In thousands) 2020 2019 2020 2019 Lighting Segment$ 2,134 $ 3,150 $ 5,722 $ 12,309 Graphics Segment 3,143 1,362 4,966 2,379 Corporate and Eliminations (2,591 ) (2,752 ) (5,800 ) (6,089 )$ 2,686 $ 1,760 $ 4,888 $ 8,599 Page 21
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Summary of Consolidated Results
Net sales of$76.4 million for the three months endedDecember 31, 2020 decreased$6.0 million or 7% as compared to net sales of$82.4 million for the three months endedDecember 31, 2019 . Net sales were unfavorably influenced by decreased net sales of the Lighting Segment (a decrease of$8.3 million or 16%), partially offset by increased net sales of the Graphics Segment (an increase of$2.3 million or 8%).
Net sales of
Operating income of$2.7 million for the three months endedDecember 31, 2020 represents a$0.9 million increase from operating income of$1.8 million in the three months endedDecember 31, 2019 . When the impact of restructuring and plant closure costs, stock compensation expense and severance costs are removed from the operating results, adjusted operating income, a Non-GAAP measure, was$3.1 million in the three months endedDecember 31, 2020 compared to$2.3 million in the three months endedDecember 31, 2019 . Refer to "Non-GAAP Financial Measures" below. Operating income of$4.9 million for the six months endedDecember 31, 2020 represents a$3.7 million decrease from operating income of$8.6 million in the six months endedDecember 31, 2019 . The$3.7 million decrease from fiscal 2020 was impacted by the sale of theNew Windsor, New York facility in the first quarter of fiscal 2020 which favorably resulted in a pre-tax gain of$4.8 million . When the impact of the sale of theNew Windsor facility, other restructuring and plant closure costs, stock compensation expense and severance costs are removed from the operating results, adjusted operating income, a Non-GAAP measure, was$5.8 million in the six months endedDecember 31, 2020 compared to$4.9 million in the six months endedDecember 31, 2019 . Refer to "Non-GAAP Financial Measures" below.
As of
Non-GAAP Financial Measures We believe it is appropriate to evaluate our performance after making adjustments to the as-reportedU.S. GAAP operating income, net income, and earnings per share. Adjusted operating income, net income and earnings per share, which exclude the impact of restructuring and plant closure costs (gains), stock compensation expense and severance costs are Non-GAAP financial measures. Also included below are Non-GAAP financial measures including Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA and Adjusted EBITDA), Free Cash Flow and Net Debt. We believe that these adjusted supplemental measures are useful in assessing the operating performance of our business. These supplemental measures are used by our management, including our chief operating decision maker, to evaluate business results. Although the impacts of some of these items have been recognized in prior periods and could recur in future periods, we exclude these items because they provide greater comparability and enhanced visibility into our results of operations. Below is a reconciliation of these Non-GAAP measures to operating income, net income, and earnings per share for the periods indicated along with the calculation of EBITDA and Adjusted EBITDA, Free Cash Flow and Net Debt. Reconciliation of operating income to adjusted operating income: Three Months Ended December 31 (In thousands) 2020 2019 Operating Income as reported$ 2,686 $ 1,760 Stock compensation expense 397 199 Severance costs 21 54 Restructuring and plant closure costs - 276 Adjusted Operating Income$ 3,104 $ 2,289 Page 22
-------------------------------------------------------------------------------- Reconciliation of net income to adjusted net income Three Months Ended December 31 (In thousands, except per share data) 2020 2019 Diluted EPS Diluted EPS Net Income as reported$ 2,208 $ 0.08 $ 1,743 $ 0.07 Stock compensation expense 318 (1) 0.01 161 (3) 0.01 Severance costs 17 (2) - 44 (4) - Restructuring and plant closure costs - - 223 (5) 0.01 Tax impact due to the change in the estimated annual tax rate used for GAAP reporting purposes - - (436 ) (0.02 ) Net Income adjusted$ 2,543 $ 0.09 $ 1,735 $ 0.07
The following represents the income tax effects of the adjustments in the tables
above, which were calculated using the estimated combined
(1)$79 (2)$4 (3)$38 (4)$10 (5)$53 Reconciliation of operating income to adjusted operating income: Six Months Ended December 31 (In thousands) 2020 2019 Operating Income as reported$ 4,888 $ 8,599 Stock compensation expense 902 597 Severance costs 21 54 Restructuring, plant closure costs (gains) and related inventory write-downs 3 (4,312 ) Adjusted Operating Income$ 5,814 $ 4,938 Reconciliation of net income to adjusted net income Six Months
Ended
December 31 (In thousands, except per share data) 2020 2019 Diluted EPS Diluted EPS Net Income as reported$ 4,198 $ 0.15 $
6,218
Stock compensation expense 698 (1) 0.03 460 (4) 0.02 Severance costs 17 (2) - 44 (5) - Restructuring, plant closure costs (gains) and related inventory write-downs 2 (3) - (3,223 ) (6) (0.12 ) Tax impact due to the change in the estimated annual tax rate used for GAAP reporting purposes (297 ) (0.01 ) (160 ) (0.01 ) Net Income adjusted$ 4,618 $ 0.17 $ 3,339 $ 0.13 Page 23
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The following represents the income tax effects of the adjustments in the tables
above, which were calculated using the estimated combined
(1)$204 (2)$4 (3)$1 (4)$137 (5)$10 (6) ($1,089 ) The reconciliation of reported net income and earnings per share to adjusted net income and earnings per share may not agree due to rounding differences and due to the difference between basic and dilutive weighted average shares outstanding in the computation of earnings per share. Reconciliation of operating income to EBITDA and Adjusted EBITDA Three Months Ended Six Months Ended December 31 December 31 (In thousands) 2020 2019 2020 2019 Operating Income as reported$ 2,686 $ 1,760 $ 4,888 $ 8,599 Depreciation and Amortization 1,990 2,152 4,023 4,551 EBITDA$ 4,676 $ 3,912 $ 8,911 $ 13,150 Stock compensation expense 397 199 902 597 Severance costs 21 54 21 54 Restructuring, plant closure costs (gains) and related inventory write-downs - 276 3 (4,312 ) Adjusted EBITDA$ 5,094 $ 4,441 $ 9,837 $ 9,489 Reconciliation of cash flow from operations to free cash flow Three Months Ended Six Months Ended December 31 December 31 (In thousands) 2020 2019 2020 2019 Cash Flow from Operations$ 5,778 $ 14,544 $ 13,417 $ 20,903 Proceeds from sale of fixed assets - - - 12,332 Capital expenditures (475 ) (764 ) (880 ) (1,119 ) Free Cash Flow$ 5,303 $ 13,780 $ 12,537 $ 32,116 Reconciliation of Net Debt December 31, June 30, (In thousands) 2020 2020 Long-Term Debt as reported $ - $ - Less: Cash and cash equivalents as reported 13,584 3,517 Net Debt$ (13,584 ) $ (3,517 ) Page 24
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Results of Operations
THREE MONTHS ENDED
Lighting Segment
Three Months Ended December 31 (In thousands) 2020 2019 Net Sales$ 45,126 $ 53,436 Gross Profit$ 13,704 $ 15,501 Operating Income$ 2,134 $ 3,150 Lighting Segment net sales of$45.1 million in the three months endedDecember 31, 2020 decreased 16% from net sales of$53.4 million in the same period in fiscal 2020. The impact of COVID-19 disruptions on construction markets continued to adversely affect sales in the Lighting segment. Gross profit of$13.7 million in the three months endedDecember 31, 2020 decreased$1.8 million or 12% from the same period of fiscal 2020. Gross profit as a percentage of net sales was 30.4% in the three months endedDecember 31, 2020 compared to 29.0% in the same period of fiscal 2020. The growth in gross profit as a percentage of net sales reflects the ongoing impact of our focus on higher-value market applications and cost management. Selling and administrative expenses of$11.6 million in the three months endedDecember 31, 2020 decreased$0.8 million from the same period of fiscal 2020, primarily driven by programs to reduce spending as a result of the pandemic. Lighting Segment operating income of$2.1 million for the three months endedDecember 31, 2020 decreased$1.0 million from operating income of$3.1 million in the same period of fiscal 2020 primarily due to lower sales partially offset by lower operating expenses. Graphics Segment
Three Months Ended December 31 (In thousands) 2020 2019 Net Sales$ 31,261 $ 28,941 Gross Profit$ 6,006 $ 4,465 Operating Income$ 3,143 $ 1,362 Graphics Segment net sales of$31.3 million in the three months endedDecember 31, 2020 increased$2.3 million or 8% from net sales of$28.9 million in the same period in fiscal 2020. The increase in sales is due to growth in our Grocery and Quick-Service Restaurants verticals. Gross profit of$6.0 million in the three months endedDecember 31, 2020 increased$1.5 million or 35% from the same period of fiscal 2020. Gross profit as a percentage of net sales increased to 19.2% in the three months endedDecember 31, 2020 compared to 15.4% in the same period in fiscal 2020, primarily within the Petroleum and Grocery verticals. Selling and administrative expenses of$2.9 million decreased$0.2 million from$3.1 million in the same period of fiscal 2020. The decrease in selling and administrative expenses was due to programs to reduce spending as a result of the pandemic. Graphics Segment operating income of$3.1 million in the three months endedDecember 31, 2020 increased$1.8 million from operating income of$1.4 million in the same period of fiscal 2020. The increase of$1.8 million was primarily due to improved gross profit margin and a reduction in operating expenses. Page 25 --------------------------------------------------------------------------------
Corporate and Eliminations Three Months Ended December 31 (In thousands) 2020 2019 Gross Profit (Loss)$ (4 ) $ (2 ) Operating (Loss)$ (2,591 ) $ (2,752 )
The gross profit (loss) relates to the change in the intercompany profit in inventory elimination.
Administrative expenses of$2.6 million in the three months endedDecember 31, 2020 decreased$0.2 million or 6% from the same period of fiscal 2020. The net decrease was the result of programs to contain and reduce costs during the pandemic. Consolidated Results We reported$0.1 million net interest expense in the three months endedDecember 31, 2020 compared to$0.2 million net interest expense in the three months endedDecember 31, 2019 . The decrease in interest expense from fiscal 2020 to fiscal 2021 is the result of lower levels of debt outstanding on our line of credit. We also recorded other income of$0.1 million in both the three months endedDecember 31, 2020 and 2019, both of which are related to net foreign exchange currency transaction gains and losses through our Mexican subsidiary. The$0.6 million income tax expense in the three months endedDecember 31, 2020 represents a consolidated effective tax rate of 20.0%. This compares to a$0.1 million income tax benefit in the three months endedDecember 31, 2019 due to the utilization of a capital loss carryforward related to the capital gain on the sale of theNorth Canton, Ohio facility. We reported net income of$2.2 million in the three months endedDecember 31, 2020 compared to net income of$1.7 million in the three months endedDecember 31, 2019 . Non-GAAP adjusted net income was$2.5 million for the three months endedDecember 31, 2020 compared to adjusted net income of$1.7 million for the three months endedDecember 31, 2019 (Refer to the Non-GAAP tables above). The increase in Non-GAAP adjusted net income is primarily the net result of an improved gross profit margin, reduction in operating expenses and decreased interest expense, partially offset by decreased net sales. Diluted earnings per share of$0.08 was reported in the three months endedDecember 31, 2020 as compared to$0.07 diluted earnings per share in the same period of fiscal 2020. The weighted average common shares outstanding for purposes of computing diluted earnings per share in the three months endedDecember 31, 2020 were 27,360,000 shares as compared to 26,534,000 shares in the same period last year. SIX MONTHS ENDEDDECEMBER 31, 2020 COMPARED TO SIX MONTHS ENDEDDECEMBER 31, 2019 Lighting Segment Six Months Ended December 31 (In thousands) 2020 2019 Net Sales$ 90,531 $ 116,627 Gross Profit$ 27,530 $ 32,720 Operating Income$ 5,722 $ 12,309 Lighting Segment net sales of$90.5 million in the six months endedDecember 31, 2020 decreased 22% from net sales of$116.6 million in the same period in fiscal 2020. The impact of COVID-19 disruptions on construction markets continues to adversely affect sales in the Lighting segment. Gross profit of$27.5 million in the six months endedDecember 31, 2020 decreased$5.2 million or 16% from the same period of fiscal 2020. Gross profit as a percentage of net sales was 30.4% in the six months endedDecember 31, 2020 compared to 28.1% in the same period of fiscal 2020. The growth in gross profit as a percentage of net sales reflects the ongoing impact of our focus on higher-value market applications and cost management. Selling and administrative expenses of$21.8 million in the six months endedDecember 31, 2020 increased$1.4 million from the same period of fiscal 2020, primarily due to the$4.8 million pre-tax gain on the sale of theNew Windsor facility in the prior year, partially offset by programs to reduce spending as a result of the pandemic Page 26
-------------------------------------------------------------------------------- Lighting Segment operating income of$5.7 million for the six months endedDecember 31, 2020 decreased$6.6 million from operating income of$12.3 million in the same period of fiscal 2020 primarily due to the$4.8 million pre-tax gain on the sale of theNew Windsor facility in the first half of fiscal 2020. Non-GAAP adjusted operating income was$5.9 million in the six months endedDecember 31, 2020 compared to adjusted operating income of$7.7 million in the six months endedDecember 31, 2019 (refer to the Non-GAAP table below for a reconciliation of Lighting Segment operating income to adjusted operating income). Reconciliation of Lighting Segment operating income to adjusted operating income: Six Months Ended December 31 (In thousands) 2020 2019 Operating Income$ 5,722 $ 12,309 Stock compensation expense 175 75 Severance 2 18 Restructuring and plant closure costs (gains) - (4,651 ) Adjusted operating income$ 5,899 $ 7,751 Graphics Segment
Six Months Ended December 31 (In thousands) 2020 2019 Net Sales$ 55,862 $ 54,451 Gross Profit$ 10,448 $ 9,091 Operating Income$ 4,966 $ 2,379 Graphics Segment net sales of$55.9 million in the six months endedDecember 31, 2020 increased$1.4 million or 3% from net sales of$54.5 million in the same period in fiscal 2020. The increase in sales is from growth in our Grocery and Quick-Service Restaurants verticals partially offset by a reduction in our Petroleum vertical. Gross profit of$10.4 million in the six months endedDecember 31, 2020 increased$1.4 million or 15% from the same period of fiscal 2020. Gross profit as a percentage of net sales increased to 18.7 % in the six months endedDecember 31, 2020 compared to 16.7% in the same period in fiscal 2020, primarily within our Petroleum and Grocery verticals. Selling and administrative expenses of$5.5 million decreased$1.2 million from$6.7 million in the same period of fiscal 2020. The decrease in selling and administrative expenses was due to lower operating costs as a result of an organizational restructuring executed in the second half of fiscal 2020 and a program to reduce spending as a result of the pandemic. Graphics Segment operating income of$5.0 million in the six months endedDecember 31, 2020 increased$2.6 million from operating income of$2.4 million in the same period of fiscal 2020. The increase of$2.6 million was primarily due to improved gross profit margin and a reduction in operating expenses.
Corporate and Eliminations
Six Months Ended December 31 (In thousands) 2020 2019 Gross Profit (Loss) $ -$ 8 Operating (Loss)$ (5,800 ) $ (6,089 )
The gross profit relates to the change in the intercompany profit in inventory elimination.
Administrative expenses of$5.8 million in the six months endedDecember 31, 2020 decreased$0.3 million or 5% from the same period of fiscal 2020. The net decrease was the result of conscientious efforts to contain and reduce costs during the pandemic. Page 27
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Consolidated Results We reported$0.1 million net interest expense in the six months endedDecember 31, 2020 compared to$0.7 million net interest expense in the six months endedDecember 31, 2019 . The decrease in interest expense from fiscal 2020 to fiscal 2021 is the result of lower levels of debt outstanding on our line of credit. We also recorded other income of$0.2 million in the six months endedDecember 31, 2020 compared to other income of$9,000 in the six months endedDecember 31, 2019 , both of which are related to net foreign exchange currency transaction gains and losses through our Mexican subsidiary. The$0.8 million income tax expense in the six months endedDecember 31, 2020 represents a consolidated effective tax rate of 16.2% and was driven by a favorable deferred tax asset adjustment related to a net operating loss carryback from the CARES Act. The$1.7 million income tax expense in the six months endedDecember 31, 2019 represents a consolidated effective tax rate of 21.7% influenced mostly by a discrete item related to stock-based compensation expense and the utilization of a capital loss carryforward related to the capital gain on the sale of theNorth Canton, Ohio facility. We reported net income of$4.2 million in the six months endedDecember 31, 2020 compared to net income of$6.2 million in the six months endedDecember 31, 2019 . Non-GAAP adjusted net income was$4.6 million for the six months endedDecember 31, 2020 compared to adjusted net income of$3.3 million for the six months endedDecember 31, 2019 (Refer to the Non-GAAP tables above). The increase in Non-GAAP adjusted net income is primarily the net result of an improved gross profit margin, decreased interest expense and a lower effective tax rate, partially offset by decreased net sales. Diluted earnings per share of$0.15 was reported in the six months endedDecember 31, 2020 as compared to$0.24 diluted earnings per share in the same period of fiscal 2020. The weighted average common shares outstanding for purposes of computing diluted earnings per share in the six months endedDecember 31, 2020 were 27,161,000 shares as compared to 26,364,000 shares in the same period last year.
Liquidity and Capital Resources
We consider our level of cash on hand, borrowing capacity, current ratio and working capital levels to be our most important measures of short-term liquidity. For long-term liquidity indicators, we believe our ratio of long-term debt to equity and our historical levels of net cash flows from operating activities to be the most important measures. AtDecember 31, 2020 , we had working capital of$58.2 million compared to$51.2 million atJune 30, 2020 . The ratio of current assets to current liabilities was 2.41 to 1 as compared to a ratio of 2.48 to 1 atJune 30, 2020 . The$7.0 million increase in working capital fromJune 30, 2020 toDecember 31, 2020 is primarily driven by a$10.1 million increase in cash. While working capital has increased, non-cash working capital decreased as we continue to effectively manage it in the face of constantly changing market conditions due to COVID-19. Net accounts receivable was$44.5 million and$37.8 million atDecember 31, 2020 andJune 30, 2020 , respectively. DSO decreased to 52 days atDecember 31, 2020 from 56 days atJune 30, 2020 . We believe that our receivables are ultimately collectible or recoverable, net of certain reserves, and that aggregate allowances for doubtful accounts are adequate. Net inventories of$34.8 million atDecember 31, 2020 decreased$3.9 million from$38.8 million atJune 30, 2020 . The decrease of$3.9 million is the result of a decrease in gross inventory of$3.6 million and an increase in obsolescence reserves of$0.3 million . Based on a strategy of balancing inventory reductions with customer service and the timing of shipments, net inventory decreased$4.2 million in the six months endedDecember 31, 2020 in the Lighting Segment which was partially offset by an increase in net inventory in the Graphics Segment of$0.3 million . Cash generated from operations and borrowing capacity under our line of credit is our primary source of liquidity. We have a secured$75 million revolving line of credit with our bank, with$75 million of the credit line available as ofJanuary 22, 2021 . This line of credit is a$75 million five-year credit line expiring in the third quarter of fiscal 2022. We are in compliance with all of our loan covenants. We believe that our$75 million line of credit plus cash flows from operating activities are adequate for fiscal 2021 operational and capital expenditure needs. However, as the impact of COVID-19 on the economy and our operations evolves, we will continue to assess our liquidity needs. We generated$13.4 million of cash from operating activities in the six months endedDecember 31, 2020 as compared to$20.9 million in the same period of fiscal 2020. This$7.5 million decrease in net cash flows from operating activities is the result of a$10.2 million decrease in accounts receivable in the six months endedDecember 31, 2019 , partially offset by our improved earnings in the current year period. Page 28 -------------------------------------------------------------------------------- We used$0.9 million of cash related to investing activities in the six months endedDecember 31, 2020 as compared to$11.2 million of cash provided by investing activities in the same period of fiscal 2020, resulting in a decrease of$12.1 million . Capital expenditures were$0.9 million in the six months endedDecember 31, 2020 compared to$1.1 million in the same period in fiscal 2020. We sold ourNew Windsor manufacturing facility for$12.3 million in the six months endedDecember 31, 2019 , which was the primary contributing factor to the decrease in cash flow from investing activities from fiscal 2020 to fiscal 2021. We used$2.6 million of cash related to financing activities in the six months endedDecember 31, 2020 compared to$31.8 million in the six months endedDecember 31, 2019 . The$29.2 million change in cash flow was primarily the net result of payments of long-term debt in excess of borrowings which was primarily driven by cash flow from operations and cash flow from investments due to the sale of theNew Windsor facility. We have on our balance sheet financial instruments consisting primarily of cash and cash equivalents, short-term investments, revolving lines of credit, and long-term debt. The fair value of these financial instruments approximates carrying value because of their short-term maturity and/or variable, market-driven interest rates.
Off-Balance Sheet Arrangements
We have no financial instruments with off-balance sheet risk and have no off-balance sheet arrangements.
Cash Dividends InJanuary 2021 , the Board of Directors declared a regular quarterly cash dividend of$0.05 per share payableFebruary 9, 2021 to shareholders of record as ofFebruary 1, 2021 . The indicated annual cash dividend rate for fiscal 2021 is$0.20 per share. The Board of Directors has adopted a policy regarding dividends which indicates that dividends will be determined by the Board of Directors in its discretion based upon its evaluation of earnings, cash flow requirements, financial condition, debt levels, stock repurchases, future business developments and opportunities, and other factors deemed relevant.
Critical Accounting Policies and Estimates
A summary of our significant accounting policies is included in Note 1 to the audited consolidated financial statements of the Company's fiscal 2020 Annual Report on Form 10-K. Page 29
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